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15-0505_Assign & Assump Water Facilities_ Pacific Point DevRecording Requested By; First American Title Company Nanono) Homebuilder Services Subdivision Department Recorded in Official Records, Orange County THIS DOCUMENT WAS PREPARED BY, ^^S^.f^S^.';,, ^ erk-Recorde AND AFTER RECORDING RETURN TO: Pacific Point Development Partners LLC c/o DMB Pacific Ventures LLC 4343 Von Karman Avenue, 3rd Floor Newport Beach, California, 92660 Attention: Mark C. Kehke 45.00 F" 000/537884$* 2015000260712 4:30 pm 05/19/15 105 404 A30 A38 F14 10 0.00 0.00 0.00 0.00 27.00 0.00 0.00 0.00 (Space above for Recorder's Use) ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT ("Assignment") is made as of May,S> 2015, by and between LV PACIFIC POINT LLC, a Delaware limited liability company ("Assignor"), and PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company ("Assignee"), with reference to the following facts: A. The City of San Juan Capistrano, a municipal corporation ("City"), and Assignor, as successor-in-interest to SJD Partners, Ltd., a California limited partnership ("SJD"), are. parties to that certain Water Facilities Agreement dated September 2, 2003, recorded in the Official Records of Orange County, California on November 12, 2003 as Instrument No. 2003- 001382042, as amended by that certain unrecorded Amendatory Agreement dated March 16, 2004 (collectively, the "Agreement"), pertaining to the development of certain real properly owned by Assignor and located in the City of San Juan Capistrano, California, informally known as the Pacifica San Juan Project (the "Property"), and more particularly described on Exhibit A attached hereto and incorporated herein by this reference. B. Assignor is conveying all of its remaining right, title, and interest to the Property to Assignee and, in connection therewith. Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest as the "Developer" under the Agreement, subject to all of the terms, conditions and restrictions set forth in the Agreement. C. In accordance with Section XI of the Agreement, Assignor has requested that City consent to the assignment and transfer of Assignor's right, title and interest in and to the Agreement to Assignee. D. Section XI of the Agreement permits an assignment of the Developer's interests, rights and title under the Agreement pursuant to the terms thereof. Pursuant to the terms and conditions of Section XI of the Agreement, the City has approved and consented to the assignment of the Agreement lo Assignee as evidenced by the consent attached hereto. NOW THEREFORE, in consideration of the foregoing facts and the mutual covenants and conditions herein below set forth, it is agreed: 1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest accruing to the Developer of the Project under the Agreement, subject to the terms, covenants and restrictions set forth in the Agreement. 2. Assignee hereby accepts the assignment of the Agreement and shall be entitled to all rights and benefits accruing to the Developer under the Agreement. Assignee hereby assumes and agrees to observe and fully perform all of the duties and obligations of Assignor under the Agreement. 3. Nothing contained herein shall in any way or manner expand, enhance, modify or alter any obligation or liability of the Developer under the Agreement or under local laws or otherwise create or impose any additional liability or obligation on the Developer under the Agreement or under local laws. 4. This Assignment may be executed in counterparts which taken together shall constitute one and the same instrument. 5. The provisions of this instrument shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 6. Assignor and Assignee each hereby covenants that it will, at any time and from time to time, execute any documents and take such additional actions as the other, or its respective successors or assigns, shall reasonably require in order to more completely or perfectly carry out the transfers intended to be accomplished by this Assignment. 7. This Assignment shall be construed and interpreted in accordance with the laws of the State of California. [SIGNATURE PAGES TO FOLLOW| 2 IN WITNESS WHERi^OF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR LV PACIFIC POINT LLC, a Delaware limited liability company By: PAMI LLC, a Delaware limited liability company, its Managing Member By: Name Title: Authorized Signatory ACKNOWLEDGMENT STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss. On the day of ftf i^-<^^in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared fKrrfh on ^ i^/?/T7yersonally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. (Notarial Seal) Notary Public LISA A. PHELAN Notary Public. State of New York Qualified in New York County Rofl No. 01PM6292618 Commiaskxi Expires Novemtier 4. 2017 Signature Page - Assignment and Assumption of Water Facilities Agreement "ASSIGNEE" PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document lo which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of lD^i4|9ti£Ul_) On 7^T*<UC Triil&C?' before me, Sarah E. Frayer , a Notary Public, personally appeared Jason Ki&itef , who proved to me on the basis of satisfactory evidence to be the person(e) whose name^sXlsJ'arc- subscribed to the within instrument and acknowledged to me thatt^she/thoy executed the same in ^^cr/their authorized capacityri^s), and that by ^riiu/lliLii signature^*) on the instrument the personf^, or the entity upon behalf of which the person(y) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) SARAH E. FRAYER Commltaion # 1962582 Signature Page - Assignment and Assumption of Water ['acilities Agreement Under the provisions of Government Code 27361.7,1 certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: ^"jqCQV E^. ^GaM^C Commission #: )Ps}^^l2£^^2^ Vendor#: UiGPf\ Date commission expires: ^ Z-Oi^ 21 Place of Execution: Corona Date: ^d\iQ\?X)1S Signature: ^jjy^ |v/fclf u u)c\ cU^ THIS ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT BY AND BETWEEN LV PACIFIC POINT LLC, A DELAWARE LIMITED LIABILITY COMPANY ("ASSIGNOR"), AND PACIFIC POINT DEVELOPMENT PARTNERS LLC, A DELAWARE LIMITED LIABIMTY COMPANY ("ASSIGNEE"), IS APPROVED AND CONSEN'LED TO BY THE CITY OF SAN JUAN CAPISTRANO THIS 5TH DAY OF MAY, 2015: "CITY" CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: "i>c«V- Title: WXlftr Name AS TO FORM FOR CITY: Name: Robert Owen Title: Crty Attorney Signature Page Assigiunent and Assumption of Water Paeiiilies Agrecmem PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On May 8. 2015. before me, Christy Jakl, Deputy City Clerk, personally appeared Derek Rccvc, Mayor and Bob Owen, City Attorney, who proved to mc on the basis of satisfactory evidence to the be person(s) whose namc(s) is/arc subscribed to the within instrument and acknowledged to me that he/shc/they executed the same in his/lier/their authorized capacity (ies), and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) WITNESS my hand and official seal. OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Mayor City Attorney Assignment and Assumption of Water Facilities Agreeinenl Title TV Pacific Point LLC & Pacific Point Development Partners, LLC Signer is Representing City of San Juan Capistrano EXHIBIT "A" TO ASSIGNMENT AGREEMENT LEGAL DESCRIPTION Real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: PARCEL 1: (APN'S: 675-085-39, 675-085-01 THROUGH 675-085-38, 675-085-47, 675-085- 48, 675-081-19, 675-085-45 AND 675-085-46) LOTS I, 7 THROUGH 44, INCLUSIVE, AND LETTERED LOTS A THROUGH E, INCLUSIVE, OF TRACT NO. 14196, AS PER MAP RECORDED IN 1300X875. PAGES 16 THRU 21 INCLUSIVE, OF MISCELLANEOUS MAPS IN fHE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AMENDED PURSUANT TO THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED DECEMBER 22, 2008 AS INS'fRUMENT NO. 2008000584708 OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGETHER WITH THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO, 14196. PARCEL 2: (APN'S: 675-444-01 THROUGH 675-444-23, 675-444-24, 675-444-25, 675-442- 05 THROUGH 675-442-07) LOTS 1 THROUGH 23, INCLUSIVE, AND LETTERED LOTS A, B, AND D THROUGH F, INCLUSIVE, OF TRACT NO. 15609, AS PER MAP RECORDED IN BOOK 885, PAGES 37 THRU 44 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON TI IE MAP OF TRACT NO. 15609. PARCEL 3: (APN'S: 675-081-17, 675-081-20, 675-081-22, 675-411-74, 675-081-21, 675-081- 23,675-411-72, 675-081-18) LOTS 1 AND 2, INCLUSIVE, AND LETTERED LOTS A THROUGH E, INCLUSIVE, OF TRACT NO. 15687, AS PER MAP RECORDED IN BOOK 875, PAGES I THRU 5, INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGETHER WITH THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 15687. PARCEL 4: (APN'S: 675-443-02, 675-443-01, 675-441-01, 675-443-03, 675-442-04, 675-441- 05, 675-442-01, 675-441-03, 675-441-02) LOTS 1 AND 2, INCLUSIVE, AND LETTERED LOTS A, B, AND D THROUGH H, INCLUSIVE, OF TRACT NO. 16747, AS PER MAP RECORDED IN BOOK 885, PAGES 10 THRU 18 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16747. PARCEL 5: (APN'S: 675-411-75 AND 675-411-71) LETTERED LOTS A AND B, INCLUSIVE, OF TRACT NO. 16748, AS PER MAP RECORDED IN BOOK 875, PAGES 6 THRU 10 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGETHER WITH THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16748. PARCEL 6: (APN'S: 675-421-07 THROUGH 675-421-13, 675-431-18 THROUGH 675-431- 33, 675-431-38, 675-421-19, 675-431-39, 675-431-34 THROUGH 675-431-37, 675-421-16, 675-421-18 AND 675-351-17) LOTS 16 THROUGH 38, INCLUSIVE, AND LETTERED LOTS A THROUGH J, INCLUSIVE, OF TRACT NO. 16750, AS PER MAP RECORDED IN BOOK 883, PAGES 1 THRU 10 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGE THER WITH THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED 8 RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16750. PARCEL 7: (APN'S: 675-451-01 THROUGH 675-451-22, 675-451-25, 675-451-26, 675-451- 28 THROUGH 675-451-31) LOTS 1 THROUGH 22, INCLUSIVE, AND LETTERED LOTS A, B, D, E, G AND H, OF TRACT NO. 16751, AS PER MAP RECORDED IN BOOK 885, PAGES 19 THRU 23 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16751. PARCELS: (APN'S: 675-471-01 THROUGH 675-471-41,675-461-01 THROUGH 675-461- 52) LOTS 1 THROUGH 82, INCLUSIVE, AND LETTERED LOTS A THROUGH I, INCLUSIVE, OF TRACT NO. 16752, AS PER MAP RECORDED IN BOOK 885, PAGES 24 THRU 36 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGETHER WITH THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD L. KRUM AND !• AY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16752. 9